Also known as: accept the goods · accepted the goods · accepting the goods · accepts the goods · buyer acceptance · goods acceptance
Written by attorneys · grounded in primary & secondary sources — see below
The buyer's manifestation of assent to take goods tendered by the seller under a contract for sale. Acceptance occurs when the buyer signifies to the seller that the goods are conforming or that the buyer will retain them despite nonconformity after a reasonable opportunity to inspect, when the buyer fails to make an effective rejection, or when the buyer performs any act inconsistent with the seller's ownership. Once acceptance occurs the buyer must pay the contract price and loses the right to reject the goods though revocation of acceptance remains available for substantially nonconforming goods.
Select any source to read its text and confirm it supports the definition.
Metro Components delivered conforming machine parts to Apex Assemblies' plant and presented an invoice as required by the contract. Apex refused to pay or accept until its quality team completed a multi-day inspection. Because Metro had put conforming goods at Apex's disposition at the agreed time and place, Apex's refusal to accept and pay constituted a breach.
Dusk Land sold Cedar Livestock an entire batch of corn seed identified to the contract. A casualty before risk of loss passed caused part of the seed to lose herbicide resistance. Cedar Livestock inspected the seed and elected to accept the deteriorated portion while demanding a proportionate reduction in the contract price.
Ash Buildings accepted smart locks after inspecting them and stating the finishes were acceptable. When Ash later attempted to reject the locks for missing safety features, the rejection was ineffective. Gold Buildings, denied the price, recovered damages for non-acceptance under the UCC.
Acceptance occurs when the buyer signifies to the seller after inspection that the goods conform or will be retained despite nonconformity, when the buyer fails to reject seasonably, or when the buyer takes any act inconsistent with the seller's ownership. Failure to notify the seller of rejection also constitutes acceptance.
Supporting sources
After acceptance the buyer must pay the contract price and may no longer reject the goods. The buyer may still revoke acceptance if the goods are substantially nonconforming and the acceptance was reasonably induced by the seller's assurances or the difficulty of discovery before acceptance.
…by requiring the offeree/counterofferor to establish that the offeror assented to the terms of the counteroffer. Generally, acceptance of the goods, alone, is not sufficient to establish assent by the offeror to the terms of the counteroffer. See, e.g., Ralph Shrader, Inc. , 833 F.2d at 1215; Diamond Fruit Growers, Inc. , 794 F.2d at…
…defendant had accepted delivery, he may, under section 2-608 (subd. [1], par. [b]) of the Uniform Commercial Code, revoke his
…even after revocation of acceptance
…of the offeror is an “acceptance expressly conditional on assent to the additional terms.” Plaintiff
…In the case at bar the use of the motor was no basis for inferring that the Buyer
Supporting sources
Yes. Proper tender of conforming goods at the agreed place and time is a condition to the buyer's duty to accept and, unless otherwise agreed, to pay. Once tender occurs the seller is entitled to acceptance and payment according to the contract.
Supporting sources
Yes. When goods identified to the contract suffer partial loss or deterioration before risk passes, the buyer may demand inspection and accept the goods with a due allowance from the contract price for the deficiency while forgoing further claims against the seller.
Supporting sources
A seller denied the price because of the buyer's wrongful rejection or revocation may still recover damages for non-acceptance. The seller must hold identified goods for the buyer but may resell them before judgment and credit the net proceeds.
Supporting sources